BYLAWS OF GRASSWAY ASSOCIATION

ARTICLE 1 – Name

The name of the association shall be GrassWay Association

ARTICLE 2 – Principal Office

The principal office of the association shall be at N600 Plymouth Trail, New Holstein, Calumet County, Wisconsin. The association may have such other offices as may from time to time be designated by its members or its executive committee.

ARTICLE 3 – Membership

A. Membership. Any person who desires to obtain healthy food from GrassWay Organics Farm Store, LLC is eligible to become a member of the association, with full voting and other privileges, if qualified under such rules as the membership committee may provide.
B. Member (defined). A member can be a single person or a representative of a family unit that live in the same house.
C. Voting. Each member (or household) shall be entitled to one vote in the affairs of the association.
D. Duration of Membership. Membership in the association may terminate by voluntary withdrawal as provided in these bylaws. All rights, privileges and interest of the member in or to the association shall cease on termination of membership. Memberships shall be non-transferable. Any member may, by giving written notice of such intention, withdraw from membership. Membership shall automatically terminate if the member does not pay the annual dues within thirty days of the time the member is required to do so.

ARTICLE 4 – Entrance Fee and Dues

A. Entrance Fee. The entrance fee for membership in the association shall be ten dollars ($10.00).
B. Amount of Dues. The annual dues required for membership in the association shall be determined by the vote of the members. Dues may be varied from year to year but shall be the same for all members.

ARTICLE 5 – Meetings

A. Annual Meeting. There shall be an annual meeting of the association during the month of February, each year, for election of officers, receiving reports, and other transaction of other business. Meetings shall be open to all members. Notice of such meetings, issued by the secretary, shall be

Posted at the GrassWay Organics Farm Store, LLC not less than 2 weeks prior to the scheduled meeting.

Posted on the Store web site, under “Calendar of Events” not less than 2 weeks prior to the scheduled meeting.

B. Quorum. A majority of the members of the association, when present at any meeting shall constitute a quorum, and in case there are less than this number the presiding officer may adjourn from time to time until a quorum is present.

C. Order of Business. The order of business at the annual meeting shall be as follows:

Call to order

Reading minutes of previous meeting.

Receiving communications.

Report of officers

Unfinished business.

New business

Election of officers

Adjournment

The order of business may be altered or suspended at any meeting by a majority vote of the members present.

D. Special Meeting. Special meetings of the association may be called at any time by the president, and must be called at any time by the president, or in the president’s absence by the vice-president or secretary, on the written request of a majority of the members of the association. Fifteen days’ notice must be given to the members of the association, and the notice must state the object of the meeting.

ARTICLE 6 – Officers

A. Elective Officers. The elective officers of the association shall be a president, a vice-president, a secretary, and a treasurer. Other offices and officers may be established and appointed by the members of the association at the regular annual meeting.
B. Term. The president, the vice-president, the secretary, and the treasurer shall take office immediately upon their election, and shall serve for a term of one year and until successors are duly elected. Officers are eligible for re-election.
C. President. The president shall be the chief officer of the organization, and shall be present at meetings of the association. The president shall be a member ex officio of all committees. The president shall communicate to the association such matters and make such suggestions as may in the president’s opinion tend to promote the welfare and increase the usefulness of the association, and shall perform such other duties as are necessarily incident to the office.
D. Vice-president. The vice-president shall perform all duties of the president during the absence of the president.
E. Treasurer. The treasurer shall keep an account of all monies received and expended for use of the association or such persons as the association members may prescribe. All sums received shall be deposited in the bank or banks in which the association has established an account, and the treasurer shall make a report at the annual meeting or when called upon by the president. Funds may be drawn only on the signature of the treasurer. The duties of the treasurer, under the approval of the membership, may be delegated to an assistant treasurer.

The funds, books, and vouchers in the hands of the treasurer shall, with the exception of confidential reports submitted by members, at all times be subject to verification and inspection of the elective officers of the association. At the expiration of the treasurer’s term of office, he or she shall deliver to his or her successor all books, money, and any other property of the association currently in the treasurer’s possession.
F. Secretary. The administration and management of the association shall be vested in the secretary. The secretary shall direct the activities of the association. It shall be the duty of the secretary:

To give notice of and attend all meetings of the association and to make provision for the keeping of a record of proceedings.

To conduct correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed.

To keep a list of the members of the association.

To establish machinery for the collection of dues and fees and their payment to the treasurer.

To keep records of any agents retained by the association, and to take charge of and supervise the performance by such agents of their duties.

To prepare, with the concurrence of the treasurer, an annual report of the transactions and condition of the association, and generally to act in the best interest of the association.

ARTICLE 7 – Elections

A. Officers. The election of association officers shall take place annually at the time and place of the regular annual meeting. Candidates who receive a majority of votes so cast shall be elected.

ARTICLE 8 – Amendments

These bylaws may be amended, repealed, or altered, in whole or in part, by a majority vote at any duly organized meeting of the association.

ARTICLE 9 – Liabilities

Nothing in these by laws shall constitute members of the association as partners for any purpose. No member, officer, agent, or employee shall be liable for the acts or failure to act of any member, officer, agent, or employee of the association. Nor shall any member, officer, agent, or employee be liable for his or her the acts or failure to act under these bylaws, excepting only acts or omissions arising out of his or her willful malfeasance.

ARTICLE 10 – Funds

This association is not intended as a profit-making organization, nor is it founded with the expectation of making a profit. The association shall use its funds only for objects and purposes specified in its constitution and bylaws.

ARTICLE 11 – Dissolution

The association may be dissolved by a vote of a majority of its members. In the event of dissolution, the property of the association shall be distributed as follows:

A. Any tangible property belonging to the association shall be sold within a reasonable time of the dissolution.
B. Any monies from the sale of tangible property along with any funds in the association’s treasure shall then be distributed equally among the members after all outstanding debts of the associated have been settled.

These bylaws are adopted on January 1, 2008.